EXHIBIT 10.1
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AMENDMENT NUMBER ONE
TO LOCK-UP AGREEMENT
THIS AMENDMENT NUMBER ONE TO LOCK-UP AGREEMENT ("Agreement") is
being executed and delivered as of this 3rd day of February, 2001 by
and among A. Christian Schauer, Victor V. Valentine, Jr. and Daniel B.
Canavan, individual residents of the State of Michigan (individually,
a "U.S. Holder" and, collectively, the "U.S. Holders") and Jalo
Paananen, Elmar Paananen, Annamari Jukko and Topi Paananen, individual
residents of the Republic of Finland (individually a "Finland Holder"
and collectively, the "Finland Holders") in favor and for the benefit
of Eimo Oyj, a company organized under the laws of the Republic of
Finland ("Parent"). (The U.S. Holders and the Finland Holders are
herein collectively referred to as the "Holders").
W I T N E S S E T H:
WHEREAS, the Holders entered into that certain "Lock-Up
Agreement" dated as of July 13, 2000 (the "Original Agreement"); and
WHEREAS, the parties desire to make certain amendments to the
Original Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged and agreed, the parties hereto agree as
follows:
1. AMENDMENTS TO ORIGINAL AGREEMENT. The Original Agreement is
hereby amended as follows:
(a) Section 2(a) of the Original Agreement shall be amended
by striking such section in its entirety and inserting in lieu
thereof the following:
"2. PAYMENTS IN THE EVENT OF TRANSFER BY U.S. HOLDERS.
(a) Each U.S. Holder severally agrees that, from
and after the Effective Time, any Transfer by such U.S.
Holder of Parent Shares in excess of the following
cumulative percentages of the number of Parent Shares
individually held immediately after the Effective Time by
such U.S. Holder prior to the first anniversary of the
Closing Date shall result in imposition on the Transferring
U.S. Holder of the payment obligation set forth in SECTION 4
of this Agreement:
Anniversary Cumulative Permitted Individual Percentage
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Before 1st 50%
On or after 1st 100%"
(b) Section 3(a) of the Original Agreement shall be amended
by striking such section in its entirety and inserting in lieu
thereof the following:
"3. PAYMENTS IN THE EVENT OF TRANSFER BY FINLAND
HOLDERS.
(a) Each Finland Holder severally agrees that,
from and after the Effective Time, any Transfer by such
Finland Holder of Parent Shares in excess of the following
cumulative percentages of the aggregate number of Parent
Shares held immediately after the Effective Time by all
Finland Holders as a group prior to the first anniversary of
the Closing Date shall result in imposition on the
Transferring Finland Holder of the payment obligation set
forth in SECTION 4 of this Agreement:
Anniversary Cumulative Permitted Group Percentage
----------- -------------------------------------
Before 1st 50%
On or after 1st 100%"
2. CONFIRMATION OF AGREEMENT. Except as otherwise set forth
herein, the Original Agreement shall continue in full force and
effect. All capitalized terms not defined herein which are defined in
the Original Agreement shall have the meaning ascribed to them in the
Original Agreement.
3. COUNTERPARTS. This Agreement may be executed simultaneously
in two (2) or more counterparts, each of which shall be deemed an
original and all of which together shall constitute but one and the
same instrument. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
EIMO OYJ:
By: /s/ Elmar Paananen
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Name: Elmar Paananen
Title: Executive Vice Chairman
U.S. HOLDERS:
/s/ A. Christian Schauer
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A. Christian Schauer
/s/ Victor V. Valentine, Jr.
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Victor V. Valentine, Jr.
/s/ Daniel B. Canavan
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Daniel B. Canavan
FINLAND HOLDERS:
/s/ Jalo Paananen
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Jalo Paananen
/s/ Elmar Paananen
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Elmar Paananen
/s/ Annamari Jukko
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Annamari Jukko
/s/ Topi Paananen
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Topi Paananen
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